TERMS AND CONDITIONS OF USE OF THE TENNESSEE ASSOCIATION OF REALTORS® WEBSITE AND APPLICATIONS
This Agreement describes the terms and conditions (“Terms”) pursuant to which You may access and use the services provided on tnrealtors.com (“the Site”) or any other TENNESSEE REALTORS® owned domain. Please read this Agreement carefully as Your use of the Site constitutes Your binding acceptance of these Terms, including any modifications the Tennessee Association of Realtors® may make. In consideration of the Tennessee Association of Realtors® (“TENNESSEE REALTORS®”) granting You access to the Site, You hereby agree as follows:
- Password and Account
You are entirely responsible for maintaining the confidentiality of Your password and account. Further, You are entirely responsible for any and all activities that occur under Your account. You agree to notify TENNESSEE REALTORS® immediately of any unauthorized use of Your account or any other breach of security. TENNESSEE REALTORS® may terminate this Agreement if it has reason to believe that You are allowing others to access and use the Site and the Forms and Clauses using Your account. TENNESSEE REALTORS® cannot and will not be liable for any loss or damage arising from Your failure to protect Your password or account information.
- Member Privacy.
It is TENNESSEE REALTORS®’s policy to respect the privacy of its members. TENNESSEE REALTORS® will not monitor, edit, or disclose any personal information about You or Your use of the Membership Service Web Applications (“Application”), including its contents, without Your prior permission. However, TENNESSEE REALTORS® reserves the right to disclose such information if it has a good faith belief that such action is necessary to: (1) conform to state or federal laws or regulations; (2) protect and defend the rights or property of TENNESSEE REALTORS®; (3) enforce this Agreement; or (4) act to protect the interests of its members or others. TENNESSEE REALTORS® does provide certain user information in aggregate form to its Board of Directors, its various committees, and third parties, such as providers of services or software, for demographics. You agree that TENNESSEE REALTORS® may access Your account, including its contents, as stated above or to respond to service or technical issues.
- Data Storage and Other Limitations.
You agree that TENNESSEE REALTORS® is not responsible or liable for the deletion or failure to store form data or other information.
- Member Conduct.
As a condition of Your use of the Applications, You warrant to TENNESSEE REALTORS® that You will not use the Applications for any purpose that is unlawful or prohibited by this Agreement. The Application is provided to individuals only and for personal use only. Any unauthorized commercial use of the Applications, or the resale of its services, is expressly prohibited and could result in sanctions, up to and including revocation of Your TENNESSEE REALTORS® membership.
You agree to abide by all applicable local, state, and federal laws and regulations. You are solely responsible for all acts or omissions that occur under Your account and password, including the content of Your transmissions through the Application. By way of example, and not as a limitation, You agree not to:
(1) defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy) of others;
(2) publish, distribute, or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent, or unlawful material or information;
(3) harvest or otherwise collect information about others, including email addresses, without their consent;
(4) transmit or upload any material that contains viruses, Trojan horses, worms, time bombs, cancelbots, or any other harmful or deleterious programs;
(5) transmit or upload any material that contains software or other material protected by intellectual property laws, copyrights, trademarks, rights of privacy or publicity or any other applicable law unless You own or control the rights thereto or have received all necessary consents;
(6) interfere with or disrupt networks connected to the Applications or violate the regulations, policies, or procedures of such networks;
(7) attempt to gain unauthorized access to the Applications, other accounts, computer systems, or networks connected to the Application, through password mining or any other means;
(8) violate any applicable laws or regulations including, without limitation, state or federal laws or regulations regarding the transmission of technical data or software; and
(9) interfere with another member’s use and enjoyment of the Applications or another individual’s or entity’s use and enjoyment of similar services.
TENNESSEE REALTORS® has no obligation to monitor the Site, its Applications, any user’s use thereof, or retain the content of any user session. However, TENNESSEE REALTORS® reserves the right at all times to monitor, review, retain, remove, and/or disclose any information as necessary to satisfy any applicable state or federal laws or regulations or governmental requests.
- LINKS TO THIRD PARTY SITES
LINKS TO OTHER WEBSITES (“LINKED SITES”) ARE INCLUDED IN THE TENNESSEE REALTORS® MEMBERSHIP SERVICE WEBSITE AND APPLICATIONS. THESE LINKS MAY ALLOW YOU TO LEAVE THE TENNESSEE REALTORS® MEMBERSHIP SERVICE WEBSITE OR ITS APPLICATIONS. THE LINKED SITES ARE NOT UNDER THE CONTROL OF TENNESSEE REALTORS®, AND TENNESSEE REALTORS® IS NOT RESPONSIBLE FOR THE CONTENTS OF ANY LINKED SITE, ANY LINK CONTAINED IN A LINKED SITE, OR ANY CHANGES OR UPDATES TO SUCH SITES. TENNESSEE REALTORS® IS NOT RESPONSIBLE FOR WEB CASTING, WAVE FILES, OR ANY OTHER FORM OF TRANSMISSION RECEIVED FROM ANY LINKED SITE. TENNESSEE REALTORS® IS PROVIDING THESE LINKS TO YOU ONLY AS A CONVENIENCE, AND THE INCLUSION OF ANY LINK DOE S NOT IMPLY ENDORSEMENT OR APPROVAL BY TENNESSEE REALTORS® OF THE SITE OR ANY ASSOCIATION WITH THEIR OWNERS OR OPERATORS.
- GENERAL DISCLAIMERS / LIMITATIONS OF LIABILITY.
The information and services included in or available through the Site or Applications may include inaccuracies or typographical errors. Changes are periodically added to the information herein. TENNESSEE REALTORS® and/or its respective suppliers may make improvements and/or changes in the Site or Applications at any time.
TENNESSEE REALTORS® does not represent or warrant that access to the Site or Applications will be uninterrupted or error-free or that defects will be corrected. Further, TENNESSEE REALTORS® does not represent or warrant that the Site and its Applications, or the server that makes them available, are free of viruses or other harmful components. TENNESSEE REALTORS® does not warrant or represent that the use or the results of the use of the Site, its Applications, or the materials made available as part of the Site will be correct, accurate, timely, or otherwise reliable.
You specifically agree that TENNESSEE REALTORS® shall not be responsible for unauthorized access to or alteration of Your transmissions or data, any material or data sent or received or not sent or received, or any transactions entered into through the Site or its Applications. You specifically agree that TENNESSEE REALTORS® is not responsible or liable for any threatening, defamatory, obscene, offensive, or illegal content or conduct of any other party or any infringement of another’s rights, including intellectual property rights. You specifically agree that TENNESSEE REALTORS® is not responsible for any content sent using and/or included in the Site by any third party.
TENNESSEE REALTORS® AND/OR ITS RESPECTIVE SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND/OR ACCURACY OF THE MEMBERSHIP SERVICE WEBSITE AND ITS APPLICATIONS FOR ANY PURPOSE. SIMPLY, ACCESS TO THE MEMBERSHIP WEBSITE SERVICE IS PROVIDED WITHOUT WARRANTY OF ANY KIND. TENNESSEE REALTORS® AND/OR ITS RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE MEMBERSHIP SERVICE WEBSITE AND APPLICATIONS, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF WARRANTABILITY, MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
IN NO EVENT SHALL TENNESSEE REALTORS® AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES INCLUDING, BUT NOT LIMITED BY, THE FOLLOWING: DAMAGES FOR LOSS OF USE; DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE MEMBERSHIP SERVICE WEBSITE, ITS APPLICATIONS, OR RELATED WEBSITES; WITH THE DELAY OR INABILITY TO USE THE MEMBERSHIP SERVICE WEBSITE, ITS APPLICATIONS, OR RELATED WEBSITES; THE PROVISION OF OR FAILURE TO PROVIDE SERVICES; FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SERVICE, OR ARISING OUT OF THE USE OF THE MEMBERSHIP SERVICE WEBSITE OR ITS APPLICATIONS, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF TENNESSEE REALTORS® OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE TENNESSEE REALTORS® MEMBERSHIP SERVICE WEBSITE AND APPLICATIONS, OR WITH ANY OF THESE TERMS AND CONDITIONS OF YOUR USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE TENNESSEE REALTORS® MEMBERSHIP SERVICE WEBSITE, ITS APPLICATIONS, AND ITS RELATED WEBSITES.
- SPECIFIC TERMS OF USE AND DISCLAIMERS / LIMITATION OF LIABILITY FOR SPECIFIC APPLICATIONS.
- TENNESSEE REALTORS® Forum
The Forum is a communication tool for TENNESSEE REALTORS® Members. It allows Members to post inquiries, receive responses to such inquiries, and share ideas. Although the Forum is monitored by TENNESSEE REALTORS® staff, it is impossible to review every posting. By entering into this Agreement, You acknowledge that postings may contain incorrect, inaccurate, or outdated information. Therefore, TENNESSEE REALTORS®, its officers, employees, staff, general legal counsel, committee members, and board of directors shall not be held responsible for the content of any postings.
All postings to the Forum express the views and opinions of the author and not TENNESSEE REALTORS® or its officers, employees, staff, general legal counsel, committee members, and board of directors. TENNESSEE REALTORS® reserves the right to ban from the Forum Members that violate Section 4 of this Agreement. TENNESSEE REALTORS® also reserves the right to edit or delete any postings that contain objectionable, incorrect, inaccurate and/or outdated material. TENNESSEE REALTORS® will attempt to remove or edit any generally objectionable material as quickly as possible.
By entering into this Agreement, You agree not to post any abusive, obscene, vulgar, defamatory, hateful, threatening, sexually-oriented, or any other material that may violate any applicable laws. Doing so may lead to You being immediately and permanently banned from the Forum or Your TENNESSEE REALTORS® membership being revoked. The IP address of all posts is recorded to aid in enforcing these conditions. You agree that TENNESSEE REALTORS® staff have the right to remove, edit, move or close any topic at any time should they see fit. As a user, You agree to any information You have entered above being stored in a database. While this information will not be disclosed to any third party without Your consent, TENNESSEE REALTORS® staff cannot be held responsible for any hacking attempt that may lead to the data being compromised.
- TENNESSEE REALTORS® Legal and Ethical Information Hotline
The Help Desk / Legal and Ethical Hotline Information Hotline (“Hotline”) is a tool for TENNESSEE REALTORS® Members. It allows Members to send inquiries to the Hotline and to receive response to such inquiries from TENNESSEE REALTORS® legal counsel. The Hotline stores Your old inquiries and their responses for future reference. Although the database of Hotline answers is monitored by TENNESSEE REALTORS® staff, it is impossible to keep the content of the general inquiries and responses in the database current. New or amended state and federal laws and regulations, TREC rules and policies, and NAR Articles and Standards of Practice, as well as new case law, may render a response incorrect. By entering into this Agreement, You acknowledge that the general inquiries and responses in the database may contain incorrect, inaccurate, or outdated information. Therefore, TENNESSEE REALTORS®, its officers, employees, staff, general legal counsel, committee members, and board of directors shall not be held responsible for the content of the general inquiries and responses contained in previous inquiries.
All inquiries sent to the Legal and Ethics Hotline will be inputted into a database. In the event someone hacks the system, that data could be corrupted or be in jeopardy.
The TENNESSEE REALTORS® Legal and Ethical Information Hotline is furnished as a service of the TENNESSEE REALTORS® to its Members. The information provided is based solely on information provided by You and no independent action is taken to verify that the facts You present are accurate or complete. Therefore, any information provided is based solely upon the facts and circumstances related at the time of Your initial inquiry and any subsequent conversations. The scope of the Hotline is limited to aid you in determining whether You have a cognizable claim/complaint for issues related to the course and scope of Your conduct as a Realtor®, to provide advice as to what You should or should not do in the course and scope of your occupation as a Realtor®, and to advise as to the forms committee’s intent as to a blank, unexecuted, TENNESSEE REALTORS® form. All opinions offered by any agent of the Hotline are subject to change should additional facts become available or changes occur in the law.
Although the Hotline goes to great lengths to make sure the information provided is accurate and useful, You are encouraged to consult an attorney if You want professional assurance that the information provided, and Your interpretation of it, is appropriate to Your particular situation. Additionally, information cannot and will not be provided related to pending litigation; local, regional or state board or Tennessee Real Estate Commission complaints and/or arbitration; or if you are otherwise represented by an attorney. The agent of the Hotline has discretion in determining whether a question or issue falls outside the scope of the Hotline. These items include, but are not limited to, issues which would result in providing legal or ethical advice to a Realtor®’s customer or client, interpretations of executed contracts, complex legal issues which would require in-depth legal analysis better suited for individual representation and consultation with private counsel, and any conflicts and/or employment disputes between agents and their current or former principal brokers. Individuals desiring legal advice beyond the scope of the Hotline should consult with an attorney. Additionally, agents of the Hotline may discover conflicts which would preclude their ability to respond to Your inquiry. Should this occur, You will be notified as soon as the conflict arises.
Information provided by an agent of the Hotline is not binding on any court nor can be used in any legal or administrative proceeding. Additionally, any information provided by an agent of the Hotline cannot be disseminated to anyone else, including but not limited to, other real estate licensees and/or your real estate clients. However, this information can be used for training purposes within your office.
A copy of any document produced regarding the information provided in response to any inquiry will be provided to Your broker as well as to TENNESSEE REALTORS®. Hypothetical fact situations, potentially similar to ones provided by You to the Hotline, may be discussed in future Tennessee Association of Realtors® publications for educational purposes of the TENNESSEE REALTORS® membership-at-large.
By submitting an inquiry to the Hotline, You agree to be bound by and abide by the terms of the scope of the Hotline.
- Forms Glossary.
The Forms Glossary is a training tool to be used in conjunction with the TENNESSEE REALTORS® forms. The Glossary does not supersede Office Policy, state or federal law, state or federal regulations, or the TREC rules and policies. The information provided on any of the TENNESSEE REALTORS® forms that links to the Glossary are suggestions only and usually reflect the standards of practice for the majority of Tennessee real estate licensees.
- Residential and Commercial Forms.
TENNESSEE REALTORS® provides its Members with Residential and Commercial forms for their use. Members should remember that they should only engage in Transactions in which they have specialized knowledge and/or training. Article 11 of the National Association of Realtors® Code of Ethics states:
The services which Realtors® provide to their clients and customers shall conform to the standards of practice and competence which are reasonably expected in the specific real estate disciplines in which they engage; specifically, residential real estate brokerage, real property management, commercial and industrial real estate brokerage, land brokerage, real estate appraisal, real estate counseling, real estate syndication, real estate auction, and international real estate.
Realtors® shall not undertake to provide specialized professional services concerning a type of property or service that is outside their field of competence unless they engage the assistance of one who is competent on such types of property or service, or unless the facts are fully disclosed to the client. Any persons engaged to provide such assistance shall be so identified to the client and their contribution to the assignment should be set forth.
- License
Subject to the terms and conditions of this Agreement, TENNESSEE REALTORS® grants You the following personal, non-exclusive, non-transferable licenses:
(a) a license to access and use the Application;
(b) a license to download and reproduce the Forms and Clauses and to Use the Forms and Clauses in Transactions;
(c) a license to modify and amend the Forms and Clauses (in accordance with the terms and conditions of this Agreement) to create User-Created Forms; and
(d) a license to download, reproduce, and use User-Created Forms in Transactions.
Apart from the licenses expressly granted herein, no other license, right, title, or interest in and to the Forms and Clauses is granted to You under this Agreement.
- Restrictions.
(a) You agree that You shall only use the Forms and Clauses and any User-Created Forms in accordance with the terms and conditions of this Agreement and only for Use in Transactions. Any Use or other exploitation of the Forms and Clauses or any User-Created Forms which is not expressly permitted under this Agreement is strictly prohibited;
(b) Without limiting the generality of the foregoing, You agree that You shall not:
(i) use the Forms and Clauses or any User-Created Forms for any purpose other than in Transactions;
(ii) distribute or provide access to any Forms and Clauses or any User-Created Forms to any person who is not a party to a Transaction for which You have entered into an agency agreement with a buyer or seller or for which You are acting as a Facilitator;
(iii) permit any person who is not a member of TENNESSEE REALTORS® to access or use the Forms and Clauses or any User-Created Forms except for the provision of any Form or User-Created Form which is provided to any person who is a party to a Transaction for which you have entered into an agency agreement with a buyer or seller or for which You are acting as a Facilitator and which is used in said Transaction or any administrative professional for which appropriate access fees have been paid along with the execution of a broker authorization agreement;
(iv) remove, obscure, or amend any trademarks or any copyright or proprietary rights or notices which appear in or on any Forms and Clauses unless as provided for in this Agreement; or
(v) remove or alter language from the footer identifying the Authorized User.
- User-Created Forms
You are entitled to change, modify and amend the Forms and Clauses by:
(i) completing the customizable portions of such Forms;
(ii) adding one or more Clauses (in whole or in part) or other language to any Form;
(iii) changing, amending or deleting the preset or a non-customizable portion of any Form or Clause provided that in respect of any change or alteration to any pre-set portion of any Form such change is clearly identified as a change to the original Form or Clause provided to You by TENNESSEE REALTORS®. For the purpose of clarity, a change which is in handwritten form or which is in 12 point or larger, san-serif font shall be considered clearly identified as a change. In the event that more than a few, isolated changes are made to a Form, the User-Created Form must not follow the same outline format as the TENNESSEE REALTORS® Form. In addition to the above, You must remove the copyright and any reference to TENNESSEE REALTORS® from the User-Created Form.
You take sole responsibility for any changes, modifications, or amendments to the Forms and Clauses and agree to hold TENNESSEE REALTORS®, its officers, employees, staff, general legal counsel, committee members, and board of directors harmless from any claim, demand, or damage, including reasonable attorney’s fees and litigation expenses, for any change, modifications or amendments to the Forms and Clauses.
- Updates.
You acknowledge and agree that TENNESSEE REALTORS® may from time to time and at any time, without notice, update, change, or amend the Forms and Clauses (including discontinuing publication of the Forms in whole or in part). Once a Form or Clause has been updated or amended, You shall discontinue use of any previous version of such Form or Clause and use only the updated Form or Clause unless it is for use on a Transaction which was begun under a previous Form. In the event that You are advised by TENNESSEE REALTORS® that any Form or Clause must be updated or removed from usage on an urgent basis (whether due to statutory amendment or otherwise), You shall immediately cease use of the affected Form(s) or Clause(s) as directed by TENNESSEE REALTORS®. You acknowledge and agree that TENNESSEE REALTORS® has no obligation to update the Forms and Clauses and shall have no liability to You in respect of any change or amendment to the Forms and Clauses (including for any discontinuance thereof).
- Proprietary Rights.
(a) The Forms and Clauses and the Use thereof are protected by copyright and other laws. You acknowledge and agree that:
(i) the Forms and Clauses (and all rights therein including all Intellectual Property Rights therein), are owned by TENNESSEE REALTORS® and shall remain the sole and exclusive property of TENNESSEE REALTORS® at all times;
(ii) Your rights in any User-Created Form(s) is strictly limited to ownership of the text of any changes, amendments or modifications You make to any Forms or Clauses and remain subject, at all times, to TENNESSEE REALTORS®’ ownership of the Forms and Clauses (and all elements thereof including all elements of the Forms and Clauses contained or included in any User-Created Form).
(b) You agree that You shall not do anything inconsistent with TENNESSEE REALTORS®’ ownership of the Forms and Clauses during or subsequent to the Term of this Agreement.
- Acknowledgements:
You hereby acknowledge and agree that:
(a) You are solely responsible for Your improper use, misuse or inability to Use the Forms and Clauses or any User-Created Forms and for any results (or lack thereof) achieved through the Use thereof or reliance thereon (including in any Transaction). TENNESSEE REALTORS® is only responsible for the boilerplate language provided in the Forms and Clauses;
(b) You are solely responsible for any changes, amendments or modifications made by You (in whole or in part, or jointly or severally with others) to any Forms or Clauses and for any User-Forms and for Your Use, misuse or inability to use any User-Created Forms and for any results (or lack thereof) achieved through the Use thereof or reliance thereon (including in any Transaction); and
(c) The Forms and Clauses have been created for general usage in the State of Tennessee only and, as such, may not be applicable, adequate or suitable for use in every Transaction or in any specific Transaction (including Transactions not governed by the laws of the State of Tennessee, in Transactions in which the Parties of the Transaction are not domiciled or a resident to the State of Tennessee or in Transactions where the real property subject of the Transaction is not located in the State of Tennessee).
(d) the Forms and Clauses (and the provision or licensing thereof by TENNESSEE REALTORS®) do not constitute legal, accounting or other professional advice of any nature and that neither TENNESSEE REALTORS® shall have any liability to You whatsoever in respect of Your misuse, inability to Use or reliance upon the Forms and Clauses or any User-created Forms (including in any Transaction).
- Transaction Desk.
Transaction Desk is a document management program which is provided by Instanet Solutions, a TENNESSEE REALTORS® preferred provider. There are two different versions of Transaction Desk. The primary version, which is free to all Members, allows You to create, edit, and delete forms; create, edit, delete and auto populate forms via MLS data (if available) within Transactions; and allows participation with clients, customers and vendors.
There is an additional version which is available to Members at a small yearly fee. This provides the Member with access to DocBox, AuthentiSign and InstaFax. It provides InstanetForms (online forms and contracts), DocBox/DocBox2Go (online document management and storage), Authentisign E-Signature Tool (e-signature tool), InstanetFax (an inbound and outbound fax), Customer Portal (online collaboration and service tools), and Calendar, Appointments, Contacts, and more. It also contains management tools for brokers such as Broker File Management Tool (online brokerage file management), audit trails, easy reporting, and brokerage branding.
- Personalization of Forms
You may use the TransactionDesk platform to substitute certain TENNESSEE REALTORS® forms that are by nature internal to Your firm and are representative of agreements between the firm and client or customer and/or are used to confirm information by one broker to a client, customer, or another broker. Only the following TENNESSEE REALTORS® forms may be substituted:
| Form No. | Title |
| RF 303 | Notification of Change in Status or Agency Relationship |
| RF 301 | Working with a Real Estate Professional |
| RF 302 | Confirmation of Agency Status |
| RF 143 | Non-exclusive Buyer Representation Agreement (Designated Agency) |
| RF 141 | Exclusive Buyer Representation Agreement (Designated Agency) |
| CF 704 | Notice of Agreement to Pay Leasing Commission on Commercial Property |
| RF 304 | Disclaimer Notice |
| RF 305 | Personal Interest Disclosure and Consent |
| RF 161 | Agreement to Show Property |
| RF 701 | Referral Agreement |
| RF 711 | Vendor List |
| RF 307 | Referral for Service Disclosure |
| RF 308 | Wire Fraud Warning |
| RF712 | Importance of Inspections and Property Survey |
| RF 713 | Disclosure of Short Sale Information for Buyers and Sellers |
| RF309 | COVID-19 Release |
| RF 602 | Short Sale Amendment to the Listing Agreement |
| RF 131 | Lot/Land Exclusive Right to Sell Listing Agreement (Designated Agency) |
| RF 714 | Water Supply and Waste Disposal Notification |
| RF 702 | Compensation Agreement between Listing and Selling Broker |
| CF 701 | Commercial Referral Agreement |
| CF 101 | Commercial Exclusive Right to Sell Listing Agreement |
| CF 121 | Commercial Exclusive Leasing Agreement |
| CF 124 | Commercial Open Listing Agreement (for Lease) |
| CF 705 | Release of Notice of Agreement to Pay Leasing Commission on Commercial Property |
| RF 601 | Amendment to the Listing Agreement |
| RF 151 | Listing/Agency Mutual Release Agreement |
| RF 101 | Exclusive Right to Sell Listing Agreement (Designated Agency) |
| RF 102 | Exclusive Right to Sell Listing Agreement (Seller Agency) |
| CF 103 | Commercial Exclusive Agency Listing Agreement |
| CF 104 | Commercial Open Listing Agreement |
| RF 142 | Exclusive Buyer Representation Agreement (Buyer Agency) |
| RF 132 | Lot/Land Exclusive Right to Sell Listing Agreement (Seller Agency) |
| RF 144 | Non-Exclusive Buyer Representation Agreement (Buyer Agency) |
| CF 151 | Commercial Listing Mutual Release Agreement |
| CF 161 | Agreement to Show Commercial Property |
| CF 305 | Commercial Personal Interest Disclosure |
| CF 711 | Commercial Vendor List |
| CF 307 | Commercial Referral for service Disclosure |
| CF 601 | Amendment to Commercial Listing Agreement |
| CF 603 | Amendment to Commercial Lease Listing Agreement |
| CF 702 | Commercial Compensation Agreement between Listing and Selling Broker |
| RF171 | Exclusive Property Management Agreement |
| RF172 | Exclusive Right to Market for Lease Agreement |
| RF641 | Amendment to the Buyer’s Representation Agreement |
| RF672 | Amendment to the Exclusive Right to Market for Lease and Exclusive Property Management Agreement |
| RF715 | Additional Signature Blocks for Residential Agreements |
| CF141 | Commercial Exclusive Buyer/ Tenant Representation Agreement |
| CF507 | Exhibit A to Commercial Listing / Leasing Agreement |
| CF715 | Additional Signature Blocks for Commercial Agreements |
You may also use the Transaction Desk platform to upload your own company forms (“Company Created Forms”) that are by nature internal to the Company and are representative of agreements between the Broker/Company and client or customer and/or are used to confirm information by one broker to a client, customer, or another broker. You hereby agree, understand and acknowledge that the TENNESSEE REALTORS® copyright, logo, and disclaimer shall not be used on any substituted or Company Created Forms. All Company Created Forms must be submitted to TENNESSEE REALTORS® for approval prior to their use. InstanetSolutions reserves the right to charge a fee for any Company Created Form.
You hereby further agree, understand, and acknowledge that the following TENNESSEE REALTORS® forms shall not be substituted or modified using the Transaction Desk platform:
| Form No. | Title |
| RF 654 | Repair/Replacement Proposal |
| RF 655 | Repair/Replacement Amendment |
| RF 653 | Amendment to Purchase and Sale Agreement |
| RF 657 | Closing Date / Possession Date Amendment |
| RF 651 | Counter Offer |
| RF 401 | Purchase and Sale Agreement |
| RF 404 | Lot/Land Purchase and Sale Agreement |
| RF 661 | New Construction Change Order Amendment |
| RF 622 | Back-Up Agreement Contingency Addendum |
| RF 209 | Lead Based Paint Disclosure for Purchase |
| RF 201 | Tennessee Residential Property Condition Disclosure |
| RF 202 | Tennessee Residential Property Condition Disclosure Update |
| RF 628 | Assumption Agreement Addendum |
| RF 501 | Condominium Legal Description Exhibit |
| RF 482 | Escrow Agreement |
| RF 706 | Interpleader |
| RF 709 | Request for Condominium Association Information |
| RF 629 | Resolution of Disputes by Mediation Addendum / Amendment |
| RF 656 | Notification |
| RF 483 | Option Agreement |
| RF 658 | Buyer Authorization to Make Repairs and Improvements Prior to Closing Amendment |
| RF 481 | Earnest Money/ Trust Money Disbursement and Mutual Release of Purchase and Sale Agreement |
| RF 626 | Temporary Occupancy Agreement for Buyer Prior to Closing |
| RF 627 | Temporary Occupancy Agreement for Seller After Closing |
| RF 707 | Additional Contract Language |
| RF 623 | Buyer’s First Right of Refusal Addendum |
| RF 624 | Seller’s Notice to Buyer of Receipt of Acceptable Offer |
| RF 663 | Multiple Offer Disclosure and Notification |
| RF 660 | Buyer’s Final Inspection Amendment |
| RF 203 | Tennessee Residential Property Condition Exemption Notification |
| RF 204 | Tennessee Residential Property Condition Disclaimer Statement |
| CF 501 | Exhibit A to Commercial Purchase and Sale Agreement |
| RF 621 | Addendum to the Purchase and Sale Agreement |
| RF 625 | VA/FHA Loan Addendum |
| RF 659 | Short Sale Addendum to the Purchase and Sale Agreement |
| CF 201 | Commercial / Industrial Real Property Disclosure |
| CF 502 | Exhibit B to Commercial Purchase and Sale Agreement (Due Diligence Documents) |
| CF 503 | Exhibit C to Commercial Purchase and Sale Agreement (Additions to Seller’s Closing Documents) |
| CF 504 | Exhibit D to Commercial Purchase and Sale Agreement (Seller’s Warranties and Representations) |
| RF 421 | Residential Lease Agreement for Single Family Dwelling |
| RF 631 | Tenant Information for Residential Lease Agreement Addendum |
| RF 403 | New Construction Purchase and Sale Agreement |
| RF 630 | New Construction Allowance Addendum |
| RF505 | Pre-Construction Specification Exhibit |
| RF 662 | New Construction Walk Through/ Punch List |
| RF 708 | Purchase and Sale Agreement Timeline Checklist |
| CF 401 | Commercial Purchase and Sale Agreement |
| CF 421 | Commercial Lease Agreement (Single Tenant) |
| CF 422 | Commercial Lease Agreement (Multi-Tenant) |
| CF 664 | Commercial Lease Agreement Amendment |
| CF 441 | Commercial Sublease Agreement |
| CF 442 | Commercial Sublease Consent Agreement |
| CF 443 | Commercial Lease Guaranty |
| CF 444 | Commercial Lease Termination and Release Agreement |
| CF 703 | Commercial Lease Assumption Agreement |
| CF 402 | Commercial Letter of Intent to Purchase |
| CF 423 | Commercial Letter of Intent (for Lease) |
| RF 207 | Impact Fees or Adequate Facilities Taxes Disclosure |
| RF 208 | Subsurface Sewage Disposal System Permit Disclosure |
| RF 205 | Tennessee Residential Property Condition Disclosure (For Exempt Properties and Residential Property Disclaimers) |
| RF 210 | Lead-Based Pain Disclosure for Rental Property |
| CF 461 | Commercial Mutual Non-disclosure and Confidentiality Agreement |
| CF 710 | Request for Information from Tennessee Department of Environment and Conservation Division of Ground Water Protection |
| RF 211 | Green Features System Checklist |
| RF 461 | Real Estate Offer Confidentiality Agreement |
| CF 481 | Earnest Money/Trust Money Disbursement and Mutual Release of Commercial Purchase and Sale Agreement Form |
| CF 482 | Commercial Escrow Agreement |
| CF 483 | Commercial Option Agreement |
| CF 621 | Commercial Purchase and Sale Addendum |
| CF 623 | Commercial Seller’s Right to Continue to Market Property Addendum |
| CF 624 | Commercial Seller’s Notice to Buyer of Receipt of Acceptable Offer |
| CF 632 | Addendum to the Commercial Lease Agreement |
| CF 651 | Counter Offer to Commercial Purchase and Sale Agreement |
| CF 652 | Counter Offer to Commercial Lease Agreement |
| CF 653 | Amendment to Commercial Purchase and Sale Agreement |
| RF 652 | Counter Offer to Residential Lease Agreement |
| CF 657 | Commercial Closing Date / Possession Date Amendment |
| CF 706 | Commercial Interpleader |
| CF 707 | Commercial Contract Language for Special Stipulations |
| RF506 | Legal Description Exhibit to Lot/Land Purchase and Sale Agreement |
| RF633 | Addendum (Generic) |
| RF664 | Amendment to Residential Lease Agreement |
| RF665 | Amendment |
| RF716 | Additional Signature Blocks for Residential Purchase and Sale Agreement and Counter Offers |
| CF209 | Commercial Lead Based Paint Disclosure |
| CF404 | Commercial Lot/Land Purchase and Sale Agreement |
| CF420 | Commercial Lease to Purchase |
| CF508 | Exhibit A to Commercial Lot/Land Purchase and Sale Agreement |
| CF509 | Exhibit B to Commercial Lot/Land Purchase and Sale Agreement |
| CF510 | Exhibit C to Commercial Lot/Land Purchase and Sale Agreement |
| CF511 | Exhibit D to Commercial Lot/Land Purchase and Sale Agreement |
| CF512 | Exhibit A – Commercial Lease to Purchase |
| CF513 | Exhibit B – Commercial Lease to Purchase |
| CF514 | Exhibit C – Commercial Lease to Purchase |
| CF515 | Exhibit D – Commercial Lease to Purchase |
| CF650 | Counter Offer #____ to Commercial Lease to Purchase Agreement |
| RF679 | COVID-19 Amendment/Addendum |
| CF716 | Additional Signature Blocks for Commercial Purchase and Sale Agreement and Counter Offers |
You further agree to hold TENNESSEE REALTORS® harmless for any judgment, monetary or otherwise, rendered against it as a result of Your use of and/or the failure to explain a substituted or Company Created Form to a broker affiliated with the Company, a cooperating broker, client, and/or customer regardless of whether such judgment is rendered by a court of law (i.e., judge or jury), an arbitrator, the Tennessee Real Estate Commission, or an Association of Realtors®.
You hereby agree, understand and acknowledge that the cost and continuation of this service is subject to review by TENNESSEE REALTORS® and that TENNESSEE REALTORS® may terminate this service at any time in accordance with the agreement entered into by TENNESSEE REALTORS® and Instanet Forms. You agree to hold TENNESSEE REALTORS® harmless for any costs or expenses it may incur in the event this service is terminated.
- INDEMNIFICATION.
You agree to indemnify and hold TENNESSEE REALTORS®, its officers, employees, staff, general legal counsel, committee members, and board of directors harmless from any claim, demand, or damage, including reasonable attorney’s fees and litigation expenses, asserted by any third party due to or arising out of Your use of or conduct on the Site and its Applications.
- TERMINATION.
TENNESSEE REALTORS® may terminate Your access to any part or all of the Site, its Applications, and any other related service(s) at any time, with or without cause, with or without notice, effective immediately, for any reason whatsoever.
If you wish to terminate Your account, Your only recourse is to discontinue the use of the Site.
TENNESSEE REALTORS® shall have no obligation to maintain any content in Your account or to forward any contract/transaction to You or any third party.
- PARTICIPATION IN PROMOTIONS OF ADVERTISERS
Any dealings with Advertisers on the Site or participation in promotions, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such dealings or promotions, are solely between You and the Advertiser or other third party. TENNESSEE REALTORS® shall not be responsible for any part of any such dealings or promotions.
- PROPRIETENNESSEE REALTORS®Y RIGHTS TO CONTENT
You acknowledge that content including, but not limited to, text, forms, software, music, sound, photographs, video, graphics, or other material contained in either sponsor advertisements or electronically distributed, or commercial produced information presented to You by TENNESSEE REALTORS® though the Site or by Site Advertisers or other content providers, is protected by copyrights, trademarks, service marks, patents, and/or other proprietary rights and laws. You may make a copy of this content for Your personal, non-commercial use only, provided that You keep all copyright and other proprietary notices intact. With the exception of the TENNESSEE REALTORS® Residential and Commercial Forms, You may not modify, copy, reproduce, republish, upload, post, transmit, disseminate, or distribute in any way content available through the Site and its Applications, including code and software.
- MODIFICATIONS TO TERMS OF SERVICE, MEMBER POLICIES.
TENNESSEE REALTORS® reserves the right to change the terms and conditions of this User Agreement or other policies regarding the use of the Site and its Applications at any time and to provide notification to you of such changes by posting an updated version of the Agreement on its Site. You are responsible for regularly reviewing the Agreement. Continued use of the Site and any of its Applications after any such changes shall constitute Your consent to such changes.
- GENERAL
- Definitions.
- TENNESSEE REALTORS® Membership Service Website (“Site”) – this is the website found at http://tnrealtors.com or any other TENNESSEE REALTORS® owned domain.
- TENNESSEE REALTORS® Membership Service Website Applications (“Applications”) – those applications found within the TENNESSEE REALTORS® Membership Service Website. These include, but are not limited to the Forum, the Residential Forms and the Commercial Forms.
- Transaction – means a process whereby rights are transferred between two or more parties whether that be between office/agent and customer/client and/or between buyer and seller where TENNESSEE REALTORS® member is directly involved in the capacity as an agent or transaction broker.
- Jurisdiction, Venue and Choice of Law.
This Agreement is governed by and interpreted in accordance with the laws of the State of Tennessee. Any dispute concerning this Agreement shall be heard in the state or federal courts located in Davidson County, Tennessee. Use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation, this paragraph.
- Joint Venture.
You agree that no joint venture, partnership, employment, or agency relationship exists between You and TENNESSEE REALTORS® as a result of this Agreement or the use of the TENNESSEE REALTORS® Membership Service Website and its Applications.
- Subject to State and Federal Laws.
TENNESSEE REALTORS®’s performance of this Agreement is subject to state and federal laws and regulations, and nothing contained in this Agreement is in derogation of TENNESSEE REALTORS®’s right to comply with governmental and/or law enforcement requests or requirements relating to Your use of the Site and/or its Applications or information provided to or gathered by TENNESSEE REALTORS® with respect to such use.
- Severability.
If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect.
- Entire Agreement.
Unless otherwise specified herein, this Agreement constitutes the entire Agreement between You, the user, and TENNESSEE REALTORS® with respect to the Site and its Applications.
EXHIBIT B
TENNESSEE REALTORS® END USER AGREEMENT
This End User Agreement (“Agreement”) is a binding legal Agreement between you (“You”) and the Tennessee Association of Realtors® (“TENNESSEE REALTORS®”) and states the terms and conditions under which You may access and use TENNESSEE REALTORS®’s Forms and Clauses (“Forms and Clauses”) accessible through the Vendor’s Application.
By clicking “I Agree” You are indicating Your agreement to be bound by and comply with the terms and conditions of this Agreement.
- LICENSE
Subject to the terms and conditions of this Agreement, TENNESSEE REALTORS® grants You the following personal, non-exclusive, non-transferable licenses:
(a) a license to download and reproduce the Forms and Clauses and to Use the Forms and Clauses in Transactions;
(b) a license to modify and amend the Forms and Clauses (in accordance with the terms and conditions of this Agreement) to create User-created Forms; and
(c) a license to download, reproduce and use User-created Forms in Transactions.
Apart from the licenses expressly granted herein, no other license, right, title, or interest in and to the Application or Forms and Clauses is granted to You under this Agreement.
- RESTRICTIONS
(a) You agree that You shall only use the Forms and Clauses and any User-created Forms in accordance with the terms and conditions of this Agreement and only for Use in Transactions. Any Use or other exploitation of the Forms and Clauses or any User-created Forms which is not expressly permitted under this Agreement is strictly prohibited;
(b) Without limiting the generality of the foregoing, You agree that You shall not:
(i) Use the Forms and Clauses (or any User-created Forms) for any purpose other than in Transactions;
(ii) distribute or provide access to any Forms and Clauses (or any User-created Forms) to any Person who is not party to a Transaction for which You have entered into an agreement with a buyer or seller or for which You are acting as a Facilitator unless watermarked with the words “DRAFT” or “NOT FOR USE”;
(iii) permit any Person (not including administrative professionals for which appropriate access fees have been paid along with the execution of a broker authorization agreement) who is not an Active Member or Authorized User of the TENNESSEE REALTORS® to access, to use the Application or to access and use the Forms and Clauses or any User-Created Forms except for the provision of any Form or User-created Form which is provided to any Person who is a party to a Transaction for which You have entered into an agreement with a buyer or seller or for which You are acting as a Facilitator and which is Used in said Transaction;
(iv) remove, obscure or amend any trademarks or any copyright or proprietary rights notices which appear in or on any Forms and Clauses;
(v) remove or alter language from the footer identifying the Active Member or Authorized User.
- USER-CREATED FORMS
You are entitled to change, modify and amend the Forms and Clauses by:
(i) completing the customizable portions of such Forms,
(ii) adding one or more Clauses (in whole or in part) or other language to any Form,
(iii) changing, amending or deleting the preset or a non-customizable portion of any Form or Clause provided that in respect of any change or alteration to any pre-set portion of any Form such change is clearly identified as a change to the original Form or Clause provided to You by TENNESSEE REALTORS®. For the purpose of clarity, a change which is in handwritten form or which is in 12 point or larger, san-serif font shall be considered clearly identified as a change. In the event that more than a few, isolated changes are made to a Form, the User-Created Form must not follow the same outline format as the TENNESSEE REALTORS® Form. In addition to the above, You must remove the copyright and any reference to TENNESSEE REALTORS® from the User-Created Form.
You take sole responsibility for any changes, modifications, or amendments to the Forms and Clauses and agree to hold TENNESSEE REALTORS®, its officers, employees, staff, general legal counsel, committee members, and board of directors harmless from any claim, demand, or damage, including reasonable attorney’s fees and litigation expenses, for any change, modifications or amendments to the Forms and Clauses.
- COMPANY CREATED FORMS
You may use the Vendor’s platform to upload your own company forms (“Company Created Forms”) pursuant to the Agreement you have with Vendor. You hereby agree, understand and acknowledge that the TENNESSEE REALTORS® copyright, logo, and disclaimer shall not be used on any substituted or Company Created Forms.
You further agree to hold TENNESSEE REALTORS® harmless for any judgment, monetary or otherwise, rendered against it as a result of Your use of and/or the failure to explain a substituted or Company Created Form to a broker affiliated with the Company, a cooperating broker, client, and/or customer regardless of whether such judgment is rendered by a court of law (i.e., judge or jury), an arbitrator, the Tennessee Real Estate Commission, or an Association of Realtors®.
- UPDATES
You acknowledge and agree that Vendor may on instruction from TENNESSEE REALTORS®, from time-to-time and at any time, without notice, update, change or amend the Forms and Clauses (including discontinuing publication of the Forms and Clauses in whole or in part). Once a Form or Clause has been updated or amended, You shall discontinue use of any previous version of such Form or Clause and use only the updated Form or Clause unless it is for use on a Transaction which was begun under a previous Form. In the event that You are advised by Vendor or TENNESSEE REALTORS® that any Form or Clause must be updated or removed from usage on an urgent basis (whether due to statutory amendment or otherwise), You shall immediately cease use of the affected Form(s) or Clause(s) as directed by Vendor or TENNESSEE REALTORS®. You acknowledge and agree that neither Vendor nor TENNESSEE REALTORS® has any obligation to update the Forms and Clauses and shall have no liability to You in respect of any change or amendment to the Forms and Clauses (including for any discontinuance thereof).
- PROPRIETARY RIGHTS
(a) The Application and the Forms and Clauses and the Use thereof are protected by copyright and other laws. You acknowledge and agree that:
(i) the Application (and all rights therein including all Intellectual Property Rights therein) is owned by Vendor (and its licensors) and shall remain the sole and exclusive property of Vendor at all times;
(ii) the Forms and Clauses (and all rights therein including all Intellectual Property Rights therein), are owned by TENNESSEE REALTORS® and shall remain the sole and exclusive property of TENNESSEE REALTORS® at all times;
(iii) Your rights in any User-created Form(s) are strictly limited to ownership of the text of any changes, amendments or modifications You make to any Forms or Clauses and remain subject, at all times, to TENNESSEE REALTORS®’s ownership of the Forms and Clauses (and all elements thereof including all elements of the Forms and Clauses contained or included in any User-created Form).
(b) You agree that You shall not do anything inconsistent with Vendor’s ownership of the Application or TENNESSEE REALTORS®’s ownership of the Forms and Clauses during or subsequent to the Term of this Agreement.
- REGISTRATION
(a) You agree to provide accurate, current and complete information about Yourself as prompted during the registration process to access and Use the Vendor Application and to maintain and update such information to keep it accurate, current and complete. If Vendor or TENNESSEE REALTORS® has reasonable grounds to suspect that any such information You provide is inaccurate, not current or incomplete, it has the right to terminate this Agreement (including Your access to and Use of the Application and the Forms and Clauses). Vendor’s use of any personally identifiable information (“Your Information”) You provide as part of the registration process is governed by the terms of Vendor’s Privacy Policy. You acknowledge and agree that Vendor is entitled to share Your information with TENNESSEE REALTORS®;
(b) Your account is personal to You. You shall not share Your account with Company Office staff, non-licensed assistants and/or licensed assistants or allow others to access and Use the Application or the Forms and Clauses using Your account. If a Broker authorization agreement has been executed between You and Tennessee REALTORS® to allow an administrative professional to access Tennessee REALTORS® forms and appropriate access fees have been paid, You are solely responsible for the activities undertaken via Your account as well as the administrative professional’s account and agree to hold TENNESSEE REALTORS® harmless for any consequences of such use, including but not limited to, any judgment, penalty, or fine, monetary or otherwise, rendered against it as a result. You are responsible for maintaining the confidentiality of Your password and account information and are responsible for all activities that occur under Your password or account. You agree to notify Vendor and TENNESSEE REALTORS® immediately of any unauthorized use of Your password or account or any other beach of security, and to ensure that You exit Your account at the end of each session. TENNESSEE REALTORS® may terminate this Agreement if it has reason to believe that You are allowing others (not including administrative professionals for which appropriate access fees have been paid and a broker authorization agreement has been executed) to access and Use the Application and the Forms and Clauses and any User-created Forms using Your account. TENNESSEE REALTORS® cannot and will not be liable for any loss or damage arising from Vendor’s or Your failure to protect Your password or account information.
- REPRESENTATIONS, WARRANTIES AND DISCLAIMER
(a) You represent, warrant and covenant to Licensee that You are a TENNESSEE REALTORS® Active Member or Authorized User in good standing;
(b) TENNESSEE REALTORS® makes no (and there are no) representations, warranties, conditions or covenants of any kind, whether express, implied, statutory or arising by custom or usage or otherwise, regarding the Application.
(c) TENNESSEE REALTORS® makes no (and there are no) representations, warranties, conditions or covenants of any kind, whether express, implied, statutory or arising by custom or usage or otherwise, regarding the Forms and Clauses (or the Use thereof) including, without limitation, any representation, warranty, condition or covenant:
(i) that the Forms and Clauses are applicable, adequate or suitable for use in any particular Transaction or will meet the requirements of any Client or Customer for use in any Transaction; and
(ii) regarding the merchantability or fitness for use of the Forms and Clauses for a particular purpose.
(d) TENNESSEE REALTORS® HEREBY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR ARISING BY CUSTOM OR USAGE OR OTHERWISE REGARDING THE FORMS AND CLAUSES UNLESS OTHERWISE PROVIDED HEREIN AND THE USE THEREOF TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW.
- ACKNOWLEGEMENT
You acknowledge and agree as follows:
(a) the Application and the Forms and Clauses are provided “as is” and that the Use or the reliance upon the Application or the Forms and Clauses (including by You or any other Person, in any Transaction) is at Your sole risk unless otherwise provided herein;
(b) You are solely responsible for Your Use, misuse or inability to Use the Application, the Forms and Clauses or any User-created Forms and for any results (or lack thereof) achieved through the Use thereof or reliance thereon (including in any Transaction). However, TENNESSEE REALTORS® shall indemnify and hold harmless TENNESSEE REALTORS® Members from any and all actions stemming from the boiler plate language provided by it in the Forms and Clauses;
(c) You are solely responsible for any changes, amendments or modifications made by You (in whole or in part, or jointly or severally with others) to any Forms or Clauses and for any User-created Forms and for Your Use, misuse or inability to use any User-created Forms and for any results (or lack thereof) achieved through the Use thereof or reliance thereon (including in any Transaction);
(d) the Forms and Clauses have been created for general usage in the State of Tennessee only and, as such, may not be applicable, adequate or suitable for use in every Transaction or in any specific Transaction (including but not limited to complex real estate transactions, those Transactions not governed by the laws of the State of Tennessee, Transactions in which the Parties of the Transaction are not domiciled or a resident to the State of Tennessee, or in Transactions where the real property subject of the Transaction is not located in the State of Tennessee);
(e) the Forms and Clauses (and the provision or licensing thereof by Vendor and TENNESSEE REALTORS®) do not constitute legal, accounting or other professional advice of any nature and that neither Vendor nor TENNESSEE REALTORS® shall have any liability to You whatsoever with respect to Your Use, misuse, inability to Use or reliance upon the Forms and Clauses or any User-created Forms (including in any Transaction).
(f) You hereby agree, understand and acknowledge that the cost and continuation of this service is subject to review by TENNESSEE REALTORS® and that TENNESSEE REALTORS® may terminate this service at any time in accordance with the agreement entered into by TENNESSEE REALTORS® and Vendor. You agree to hold TENNESSEE REALTORS® harmless for any costs or expenses You may incur in the event this service is terminated.
- LIABILITY AND INDEMNIFICATION
Neither Vendor nor TENNESSEE REALTORS® shall have any liability to You or any third Person with respect to any Claims or Losses arising directly or indirectly from, out of or relating to any of the following:
(a) Your Use of or reliance upon the Forms and Clauses or any User-created Forms (including in any Transaction) with regard to:
(i) Your misuse or inability to use any Forms and Clauses or any User-created Forms (including in any Transaction);
(ii) any failure of any User-created Forms to be accurate, complete, correct or current; and
(iii) any error, defect, omission or deficiency in any User-created Forms; and
(iv) the lack of or unavailability of a form to meet a particular type of transaction or circumstance.
(b) You agree to indemnify, defend and hold harmless Vendor and TENNESSEE REALTORS® (including their respective officers, directors, general legal counsel, committee members, board of directors, employees and/or agents) from and against any and all Claims and Losses arising directly or indirectly from, out of or relating to:
(i) Your breach of any term, condition, representation or warranty of this Agreement;
(ii) any wrongful, negligent or unlawful act or omission committed by You in the exercise of the rights granted herein, or in any Transaction;
(iii) any failure by You to comply with any Applicable Law applicable to Your exercise of the rights granted herein, or in any Transaction;
(iv) any infringement, violation or misappropriation of any third-party Intellectual Property (including any Intellectual Property Rights therein) arising from or in respect of the creation, use, or other exploitation of any User-created Form.
- LIMITATION OF LIABILITY
Under no circumstances will Vendor or TENNESSEE REALTORS® (including their respective officers, directors, employees, general legal counsel, committee members, board of directors, or agents) be liable to You or any other Person, licensee, any Active Member, any Authorized User or any third Person for any Losses whatsoever including without limitation any Losses of the following nature, whether arising in contract, (including fundamental breach), tort (including negligence), strict liability, or under any other legal or equitable theory, whether or not Vendor and/or TENNESSEE REALTORS® was advised of the possibility of such Losses whether or not such Losses were foreseeable:
(a) direct damages, in any amount whatsoever (including direct damages in the nature of lost or anticipated profits); OR
(b) any indirect, special, incidental or consequential damages (including, without limitation, damages in the nature of lost or anticipated profits).
- TERM AND TERMINATION
(a) This Agreement shall enter into effect upon Your accepting the terms and conditions set out herein by clicking “I Agree” and shall continue in force and effect until terminated in accordance with the terms and conditions set out herein (the “Term”);
(b) This Agreement shall terminate immediately if at any point You cease to be a TENNESSEE REALTORS® Member or Authorized User in good standing;
(c) Vendor or TENNESSEE REALTORS® shall have the right to terminate this Agreement effectively if You breach any term or condition of this Agreement;
(d) Vendor or TENNESSEE REALTORS® shall have the right to terminate this Agreement without cause upon ten (10) days’ notice to You in accordance with the terms and conditions of this Agreement;
(e) You shall be entitled to terminate this Agreement without cause upon ten (10) days’ notice to Vendor and TENNESSEE REALTORS® in accordance with the terms and conditions of this Agreement;
(f) In the event of termination of this Agreement the following shall apply:
(i) If Vendor or TENNESSEE REALTORS® terminates this Agreement for breach, You must immediately cease all further access to and Use of the Application, the Forms and Clauses and User-created Forms;
(ii) If Vendor or TENNESSEE REALTORS® terminates this Agreement without cause, You shall have ten (10) days to wind down Your Use of the Application, the Forms and Clauses and any User-created Forms, following which all licenses granted herein shall terminate and You shall cease all further use of the Application, the Forms and Clauses and User-created Forms;
(iii) Neither You nor Vendor or TENNESSEE REALTORS® shall be released from any liability which, at the time of termination, has already accrued to the other party or which is attributable, prior to such termination, nor will any party be prohibited from pursuing any rights and remedies it may have hereunder at law or in equity with respect to any breach of this Agreement prior to termination; and
(iv) Neither You nor Vendor or TENNESSEE REALTORS® shall be liable to the other for any compensation, reimbursement or damages for the mere reason of termination of this Agreement.
- GENERAL
(a) This Agreement does not create any relationship between You and Vendor (or between You and TENNESSEE REALTORS®) other than as licensee and licensor. You shall not act in a manner which expresses or implies any other relationship, nor bind or purport to bind either Vendor or TENNESSEE REALTORS® in any way;
(b) You acknowledge that a breach of this Agreement may cause Vendor and/or TENNESSEE REALTORS® irreparable harm, for which an award of damages may not be adequate compensation. You acknowledge and agree that in the event of Your breach of this Agreement, Vendor and TENNESSEE REALTORS® (as appropriate) shall be entitled to an injunction enjoining any further breach or threatened breach (in addition to any other relief to which Vendor or TENNESSEE REALTORS® may be entitled at law or in equity);
(c) Any notice or other communication to be given to You in connection with this Agreement shall be sent by email to the address You provide in the registration process or by registered mail to the physical address You provide during the registration process or as registered with TENNESSEE REALTORS®. Vendor may also provide notice to You by way of message posted or otherwise made available to You in the Application. Notification by email shall be deemed to have been received the Business Day following transmission of the notice. Notification by posting or message through the Application shall be deemed to have been received the Business Day following Your first access to the Application after the notice is posted or transmitted. If mailed at any time other than during a general discontinuance of postal service due to strike, lock-out or otherwise, notice sent by registered mail shall be deemed to have been received on the fifth (5th) Business Day after mailing. Notice can be sent to Vendor by email or by registered mail. You are responsible for requesting contact information directly from Vendor. Notice can be sent to TENNESSEE REALTORS® by email to the following address: or by registered mail sent to Tennessee REALTORS® 901 19th Avenue South, Nashville, Tennessee 37212.
(d) This Agreement is personal to You. You may not assign or transfer this Agreement (or Your rights and obligations hereunder) without the prior written consent of Vendor and TENNESSEE REALTORS®. Vendor shall be free to assign this Agreement (including its rights and obligations hereunder). The rights and obligations of the parties under this Agreement will bind and enure to the benefit of the parties’ respective and permitted successors and assigns;
(e) TENNESSEE REALTORS® may amend, modify or update the terms and conditions of this Agreement from time to time by providing You notice of new, amended, modified or updated terms and conditions (including by providing notice of such amendments or modifications through the Application). Your continued access and Use of the Application, the Forms and Clauses or any User-created Forms after notice of such amendments or modifications are deemed to be received by You and shall constitute Your acceptance of such new, amended, modified or updated terms and conditions. If You do not agree with any new, modified, amended or updated terms and conditions, Your sole remedy shall be to terminate this Agreement for Your convenience pursuant to Subsection 11(e) hereof. You agree that neither Vendor nor TENNESSEE REALTORS® shall have any liability to You in respect of any amendments or modifications to the terms and conditions of this Agreement;
(f) If, for any reason, a court of competent jurisdiction finds any term or provision of this Agreement to be unenforceable, that provision will be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this Agreement will continue in full force and effect unaffected;
(g) This Agreement, and any action related thereto, shall be governed, controlled, interpreted and defined by and under the laws of the State of Tennessee and the federal laws of the United States of America applicable therein. You attorn to the jurisdiction of the state or federal courts located in Davidson County, Tennessee.
(h) This Agreement constitutes the entire agreement between You and TENNESSEE REALTORS® with respect to the subject matter hereof, and supersedes and replaces all prior and contemporaneous understandings or agreements, written or oral, regarding such subject matter;
(i) Notwithstanding the termination of this Agreement for any reason, the following terms shall survive the termination: 2(b), 5(b), 7(a)-(d), 8, 9(a) and (b), 10, 11(f), 12(b), and 12(g);
(j) You shall comply with all Applicable Law while exercising the rights granted herein.
(k) In this Agreement, capitalized terms shall have the meanings set forth below.
(i) “Active Member” means a member of any class of membership of TENNESSEE REALTORS®;
(ii) “Applicable Law” means any and all applicable laws including all federal, state and municipal laws, statutes, rules, regulations, by-laws, judgments, orders, decisions, rulings or awards, policies, guidelines, and general principles of common and civil law and equity, binding on or affecting the Person or matter(s) referred to in the context in which the word is used;
(iii) “Application” means Vendor’s internet-based document management system;
(iv) “Authorized User” means any Tennessee licensed real estate agent who has registered with TENNESSEE REALTORS® and has been granted permission to utilize TENNESSEE REALTORS® Forms and Clauses by TENNESSEE REALTORS® and any administrative professional for which appropriate access fees have been paid;
(v) “Business Day” means any day other than a Saturday, Sunday or a mandatory statutory holiday observed in Nashville, Tennessee;
(vi) “Claims” means any and all actions, causes of actions, liabilities, claims, demands, suits, or injuries;
(vii) “Clauses” means the TENNESSEE REALTORS® standard clauses made available through the Application (or any of them). For purposes of this Agreement, Clauses shall be deemed to include all Updates thereof;
(viii) “Client” means anyone with whom you are working or assisting in a real estate transaction;
(ix) “Company Created Forms” means a form created by a real estate firm for use by its agents and is not derived from a TENNESSEE REALTORS® Form or Clause;
(x) “Customer” means anyone whom you are representing in a real estate transaction;
(xi) “Facilitator” means any real estate licensee:
(a) Who assists one (1) or more parties to a transaction who has not entered into a specific written agency agreement representing one (1) or more of the parties; or
(b) Whose specific written agency agreement provides that if the licensee or someone associated with the licensee also represents another party to the same transaction, such licensee shall be deemed to be a facilitator and not a dual agent; provided, that notice of assumption of facilitator status is provided to the buyer and seller immediately upon such assumption of facilitator status, to be confirmed in writing prior to execution of the contract. A facilitator may advise either or both of the parties to a transaction but cannot be considered a representative or advocate of either party.
(xii) “Forms” means the TENNESSEE REALTORS® Standard Forms made available through the Application (or any of them). For the purpose of this Agreement, Forms shall be deemed to include all Updates thereof;
(xiii) “Forms and Clauses” means the Forms and Clauses (in whole or in part) or any of them;
(xiv) “Intellectual Property” means (i) all inventions, processes, discoveries, developments, or improvements, whether or not patentable, or whether subject of patent(s) or application(s) therefore; (ii) all software, computer programs and code of all types (in source code and object code format and including all source materials, data, data structures, and databases), (iii) all copyright-protected works (including, without limitation, all literary, artistic, dramatic, and musical works); (iv) all brand names, logos, slogans, product names, services names, trade-marks, trade dress, corporate names, business names, trade names, and domain names, all whether or not registerable or subject to registrations or applications for registration; (v) all designs and industrial designs, whether or not patentable or registerable, patented or registered, or the subject of application(s) for registration; (vi) all formulae, confidential information, proprietary information, trade secrets, know-how, and any information having commercial value; (vii) all other intellectual and industrial property whether or not registered subject of application(s) for registration;
(xv) “Intellectual Property Rights” means any and all worldwide rights in Intellectual Property including any and all such rights existing under patent law, copyright law, trademark law, trade secret law, unfair competition law, moral rights law, publicity rights law, privacy rights law, and any and all other similar proprietary rights including (i) any patents, pending patent applications and rights to file applications for inventions, including all rights of priority and all rights in continuations, continuations-in-part, divisions, re-examinations, re-issues and other derivative applications and patents; (ii) all copyright and all rights of authorship, including all registrations and applications for registration of trademarks and service marks; (iv) all industrial designs, design patents, design registrations, pending patent and design applications and rights to file applications therefore including all rights of priority and rights in continuations, continuations in part, divisions, re-examinations, re-issues and other derivative applications, registrations, and patents;
(xvi) “Losses” means all damages, losses, liability (whether accrued, actual contingent, latent or otherwise), costs, fees and expenses (including interest, court costs and reasonable fees and expenses of lawyers, accountants and other experts and professionals);
(xvii) “Person” means an individual, partnership, corporation, trust, limited liability company, incorporated association, joint venture, governmental authority or other entity;
(xviii) “Term” shall have the meaning ascribed in Section 11(a) hereof;
(xix) “Transaction” means a disposition or acquisition or transaction in real estate by sale, purchase, agreement for purchase and sale, exchange, option, lease, rental or otherwise, any offer or attempt to list real estate for the purpose of such disposition, acquisition or transaction and any act, advertisement, conduct or negotiation, directly or indirectly in furtherance of any such disposition, acquisition, transaction, offer or attempt and any agency agreement entered into for the purpose of purchasing, sale, exchange, option, lease, rental or otherwise of real estate;
(xx) “Update” means a release of the Forms and Clauses (in whole or in part) which contains updates, changes, corrections, additions, deletions or enhancements to the Forms and Clauses;
(xxi) “Use” means in respect of Forms and Clauses and User-created Forms the right to produce, reproduce, distribute such forms, the right to modify and amend such forms and the right to use such forms in Transactions;
(xxii) “User-created Form” means any form, document or agreement created by You (in whole or in part and whether jointly or severally with others) which includes (in whole or in part) the Forms and Clauses. For the purpose of clarity, User-created Forms shall include any such forms created by the amendment, modification or completion by You of any Forms and Clauses.
(xxiii) “Vendor” means the third party through whose internet application you access the TENNESSEE REALTORS® Forms and Clauses.
BY CLICKING THE “I ACCEPT” BUTTON, YOU AGREE TO THE TERMS AND CONDITIONS OF THE USE OF THE TENNESSEE REALTORS® MEMBERS SERVICE WEBSITE AND ITS APPLICATIONS.
